India Shelter Finance Corporation Ltd

To,

The Members of,

India Shelter Finance Corporation Limited

6^th Floor, Plot -15,

Institutional Area,

Sector - 44,

Gurgaon-122002

Your Directors have pleasure in presenting the 26th Annual Report on the Business and Operations of the Company and the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 March, 2024.

FINANCIAL RESULTS

A brief highlight of the Standalone & Consolidated Financial Performance of your Company is presented as below:

(Amount in Lacs)

INITIAL PUBLIC OFFERING

During the year under review, your Company has successfully completed the Initial public offering of 2,43,40,768 equity shares of face value of ' 5 each ("equity shares") of the Company for cash at a price of ' 493.00 per equity share of face value of ' 5 each including a securities premium of ' 488.00 per equity share (the "offer price") aggregating to ' 1,200 Crores (the "offer"). The offer comprises of a fresh issue of 16,227,180 equity shares of face value of ' 5 each by our company aggregating to ' 800 Crores (the "fresh issue") and an offer for sale of 81,13,588 equity shares aggregating to ' 400 Crores ("offer for sale").

The 1,200 crore IPO, which was opened on 13 December, 2023 to 15 December, 2023, was subscribed 38.6 times. The category for qualified institutional buyers was subscribed 94.3 times. The quota reserved for retail individual investors was subscribed 10.5 times.

Pursuant to the aforesaid allotment of equity shares, the issued, subscribed and paid-up capital of the Company stands increased to ' 53,52,55,680 (10,70,51,136 Equity Shares of ' 5 each).

The Equity Shares of the Company were successfully listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 20 December, 2023.

The Company has fully utilised the net IPO proceeds during the year for the purpose of onward lending and general corporate purposes in accordance with the Objects as stated in the Offer letter. There has been no deviation in the utilisation of IPO proceeds of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'SEBI Listing Regulations'), the Company had formulated a dividend distribution policy.

DIVIDEND

Considering your Company's rapid growth and future strategy and plans, the Board considers it prudent to conserve the resources of the Company for its future growth and not recommend any

dividend payment on equity shares for the financial year under review.

CHANGE IN SHARE CAPITAL Authorised Capital

The Authorised share capital of the Company as on 31 March, 2024, stood at ' 81 Crores comprising of 16,20,00,000 Equity shares of ' 5 /- each.

Paid up Capital

The Paid-up capital of the Company as on 31 March, 2024, stood at ' 53.5 Crores comprising of 10,70,51,136 Equity shares of ' 5 /- each.

During the year, the following changes were made in the Share Capital of the Company:

• Approved the sub-division of the equity shares of the Company from 1 (One) equity share of ' 10/- each into 2 (Two) equity shares of ' 5/- each by way of resolution passed in the Board meeting held on 12 July, 2023 and in the extraordinary general meeting held on 18 July, 2023.

• During the year ended 31 March, 2024, following options were exercised during the year ended 31 March, 2024 and

*Number of equity share are post considering of sub-division of share from ' 10 per share to ' 5 per share.

• During the year, allotted 3,55,000 equity shares of ' 10 each to Mr. Anil Mehta on July 20, 2023.

• The Company called and received unpaid money of ' 349.60 (Face Value of ' 8 and Premium of ' 341.6) on 19 July, 2023 on 1,35,000 partly paid-up equity shares allotted at ' 437 (Face Value of ' 10 and Premium of ' 427) to Mr. Anil Mehta on 19 November, 2022.

• Allotted 1,62,27,180 equity shares of ' 5 each on 18 December, 2023, pursuant to Initial public offering (IPO).

EMPLOYEE STOCK OPTIONS SCHEMES ESOP 2017

The Company has adopted the Employee Stock Option Plan, 2017 (ESOP 2017), which was approved by the Board of Directors at their meeting held on 10 November, 2017 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on 31 January, 2018 and subsequent modifications thereto.

ESOP 2017 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the shareholders of the Company have amended the

scheme by special resolution passed in annual general meeting held on 14 July, 2024.

The shareholders of the Company, in their general meeting held on 31 January, 2018 and subsequent amendments have authorised the Board to grant up to 10,22,000 (Ten Lacs Twenty- Two Thousand) Employee Stock Options to the Employees, in one or more tranches, from time to time under the Plan, being exercisable into not exceeding 10,22,000 (Ten Lacs Twenty-Two Thousand) Shares of a face value of ' 5/- each fully paid-up, with each such Option conferring a right upon the Employee to be issued one Share of the Company, in accordance with the terms and conditions of such Grant.

Nomination and Remuneration Committee is empowered to formulate the detailed terms and conditions of the ESOP 2017, administer and supervise the same. The specific employees of the Company to whom the options are granted, and their eligibility criteria is determined by the NRC.

In terms of Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures with respect to ESOP 2017 have been provided on the website of the Company at https://www.indiashelter.in.

ESOP 2021

The Company has adopted the Employee Stock Option Plan, 2021 (ESOP 2021), which was approved by the Board of Directors at their meeting held on May 12, 2021 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on 26 July, 2021 and subsequent modifications thereto.

ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the shareholders of the Company have ammended the scheme by way of a special resolution passed in annual general meeting held on 14 July, 2023. Further, the Shareholders have ratified the scheme by way of a special resolution through postal ballot on 19 March, 2024.

The shareholders of the Company, in their general meeting held on 26 July, 2021 and subsequent amendments, have authorised the Board to grant up to 53,01,688 [Fifty Three Lacs One Thousand Six Hundred Eight Eight] Employee Stock Options to the Employees, in one or more tranches, from time to time under the Plan, being exercisable into not exceeding 53,01,688 [Fifty Three Lacs One Thousand Six Hundred Eight Eight] Shares of a face value of ' 5/- each fully paid-up, with each such Option conferring a right upon the Employee to be issued one Share of the Company, in accordance with the terms and conditions of such Grant.

Nomination and Remuneration Committee is empowered to formulate the detailed terms and conditions of the ESOP 2021, administer and supervise the same. The specific employees of the Company and its subsidiary to whom the options are granted, and their eligibility criteria is determined by the NRC.

in terms of Regulation 14 of Securities and Exchange Board of india (Share Based Employee Benefits and Sweat Equity} Regulations, 2021, the disclosures with respect to ESOP 2021 have been provided on the website of the Company at https://www.indiashelter.in.

ESOP 2023

The Company has adopted the Employee Stock Option Plan, 2023 (ESOP 2023}, which was approved by the Board of Directors at their meeting held on 12 July, 2023 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on 18 July, 2023 and subsequent modifications thereto.

ESOP 2023 is in compliance with the SEBi (Share Based Employee Benefits and Sweat Equity} Regulations, 2021. in terms of Regulation 12(1} of the Securities and Exchange Board of india (Share Based Employee Benefits and Sweat Equity} Regulations, 2021, the shareholders of the Company have ratified the scheme by way of a special resolution through postal ballot on 19 March, 2024.

The shareholders of the Company, in their general meeting held on 18 July, 2023 and subsequent amendments, have authorised the Board to grant up to 33,53,450 Employee Stock Options to the Employees, in one or more tranches, from time to time under the Plan, being exercisable into not exceeding 33,53,450 [Thirty-Three Lacs Fifty-Three Thousand Four Hundred Fifty] Shares of a face value of ' 5/- each fully paid-up, with each such Option conferring a right upon the Employee to be issued one Share of the Company, in accordance with the terms and conditions of such Grant.

Nomination and Remuenration Committee is empowered to formulate the detailed terms and conditions of the ESOP 2023, administer and supervise the same. The specific employees of the Company and its subsidiary to whom the options are granted, and their eligibility criteria is determined by the NRC.

in terms of Regulation 14 of Securities and Exchange Board of india (Share Based Employee Benefits and Sweat Equity} Regulations, 2021, the disclosures with respect to ESOP 2023 have been provided on the website of the Company at https://www.indiashelter.in.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING

Your Company is incorporated to carry on the business of Housing Finance by way of providing facilities in the form of term loans for construction, alteration, repair or for outright purchase of all types of accommodation and loans against property.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No Material change and commitment occurred between the end of the financial year 2023-24 of the Company and this report date

except as disclosed below that may affect the financial position of the Company.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no change in nature of business of the Company.

However, during the year, company filed an application to register itself as a Corporate Agent with insurance Regulatory Development Authority of india ("IRDAI") under the IRDAI (Registration of Corporate Agents) Regulations, 2015. The company has received the Registration Certificate to act as a Corporate Agent (Composite) dated 19 April, 2024.

DETAILS OF COMPANIES WHICH HAVE BECOME ITS HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES:

Holding Company

During the start of Financial Year 2023-24, WestBridge Crossover Fund, LLC, together with its wholly owned subsidiary Aravali investment Holdings was the Holding Company. With successful completion of iPO dated 20 December, 2023, WestBridge Crossover Fund, LLC ceased to be the holding company, as shareholding of WestBridge Crossover Fund, LLC has gone below 50%. The reduction in shareholding is on account of further issuance of shares in initial Public Offer. WestBridge Crossover Fund, LLC and Aravali investment Holdings has not participated in Offer of Sale.

Subsidiary Company

During the year 2022-23, the Company "india Shelter Capital Finance Limited" was incorporated dated 24 March, 2022 to carry on the business of short, medium and long term financing subject to regulatory approvals.

Statement containing salient features of the financial statements of the subsidiary, pursuant to first proviso to sub - section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC - 1, is attached, which forms part of this Report as Annexure 1.

Associate or joint venture companies

As per the provisions of the Act, the Company did not have any Joint Ventures/ Associates during the financial year under review.

Particulars of Loans, Guarantees or Investments to Wholly Owned Subsidiary

The Company had made investments of ' 12 Crores in the equity share capital of the subsidiary company during the financial year 2022-23. No further investment has been made during the year under review.

For details refer to Note no. 40 in relation to related party transactions disclosed as per notes to the Standalone Financial Statements.

Net Worth

As of 31 March, 2024, the net worth of your Company stood at ' 2297.6 Crs compared to ' 1240.2 Crs on 31 March, 2023 registering an increase of 85.3% .

ASSETS UNDER MANAGEMENT (AUM)

Your Company had assets under management of ' 6,084 Crs compared to ' 4,359 Crs in the previous year and recorded a growth of 40% over previous year.

BORROWINGS

Your Company's overall borrowing is guided by Borrowing and investment Policy.

Your Company has a Board approved borrowing and investment policy in place to cater its funding requirements. The Company has well diversified base of lenders/investors that includes National Housing Bank, public sector bank, private sector bank and other financial institutions (domestic as well as international). As at March 31,2024, your Company's sources of funding were primarily in the form of Long Term Loans from Banks and Financial institutions 56% followed by Securitization/Direct assignment 22% NHB Refinance (15%), External Commercial Borrowings (ECB) (6%) Debt capital market (1%). The Weighted Average Borrowing Cost as at

March 31,2024 was 8.8% (including Securitization/ Assignment) as against 8.7% as at the end of the previous Financial Year.

Your Company has vide Special Resolution passed on July 18, 2023, under Section 180 (1) (c) of the Companies Act, 2013, authorized the Board of Directors to borrow money upon such terms and conditions as the Board may think fit in excess of the aggregate of paid up share capital and free reserves of the Company up to an amount of 7,500 crore (Rupees Seven Thousand Five Hundred crore only) and the total amount so borrowed shall remain within the limits as prescribed by RBi.

Your Company manages its cash flows through prudent Asset- Liability Management and takes the various measures, which includes the diversification offunding sources, tenure optimisation,

and prudent borrowing timing to maintain its borrowing cost at an optimum level.

Your Company has a comfortable liquidity position as on March 31, 2024 with ' 451 crore of liquid assets and ' 759 crore of undrawn sanction in hand. Further, During the Financial Year your Company has crossed assets size of ' 5000 crore and hence LCR guidelines has made applicable on the Company. The Liquidity Coverage Ratio ('LCR') for the Financial Year ended March 31,2024 was 140.2% as against the regulatory requirement of 60%.

Your Company secured financing from a variety of sources including term loans, proceeds from the issuance of NCDs and refinance from the NHB. As of 31 March, 2024, the Company's total borrowings stood ' 3,395.9 crores. Your Company remains committed towards maintaining a vigorous diversified resource profile.

During the financial year under review, the interest on NonConvertible Debentures issued were paid by the Company on their respective due dates.

DIRECT ASSIGNMENT (DA) FROM BANKS AND FINANCIAL INSTITUTIONS

Your Company has actively tapped Securitization/Direct Assignment market, which has enabled it to create liquidity, diversify liability profile and minimizing asset liability mismatches. During the Financial Year under review, your Company received purchase consideration of ' 451 crore from transfer of LAP loan assets(Direct Assignment) pool to banks. The Direct Assignment Transaction transactions were carried out in line with RBI guidelines on Transfer of Loan exposure of Standard Assets and assigned assets were de-recognized in the books of the Company.

BORROWINGS FROM OTHER SOURCES

During the year, your Company raised ' 1,588.7 Crs from Banks and Financial Institutions in the form of term loans including NHB Refinance; and ' 450.7 Crs from seven Direct Assignment.

During the year, the NHB reposed faith in your Company by disbursing refinance of ' 210 Crs. With this disbursement, your Company had an outstanding of ' 639.0 Crs with the NHB as on 31 March, 2024.

EXTERNAL COMMERCIAL BORROWINGS

The Company has External Commercial Borrowing (ECB) line of $30 mn from US International Development Finance Corporation (DFC). During the current year, the Company has drawn the remaining $20 mn External Commercial Borrowing (ECB) limits. Total outstanding foreign currency loan exposure in the form of External Commercial Borrowing as on March 31, 2024 is [6%] of Total Borrowings which is fully hedged by way of cross currency swaps.

_==lndiaShelter

Home Loans

DEPOSITS

Your Company being a non-deposit taking Housing Finance Company, resolved by the Board of Directors in their meeting held on 09 May, 2023 that it shall not accept public deposit and has not accepted any public deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies [Acceptance of Deposits] Rules, 2014 and amendment made thereunder.

LISTING WITH STOCK EXCHANGE:

Your Company's equity shares got listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on 20 December, 2023.

Your Company is up to date in the payment of annual listing fees to Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE) on which its equity shares are listed. The NonConvertible Debentures issued by the Company are listed on Bombay Stock Exchange (BSE).

During the financial year under review, the interest on NonConvertible Debentures issued (Private Placement) was paid by the Company on their respective due dates and there were no instances of any interest amount which were not claimed by the investors or not paid by the Company after the date on which the same became due for payment.

DISCLOSURES WITH RESPECT TO NON CONVERTIBLE DEBENTURES AS PER THE MASTER DIRECTION- NONBANKING FINANCIAL COMPANY - HOUSING FINANCE COMPANY (RESERVE BANK) DIRECTIONS, 2021

(i) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance Company after the date on which the nonconvertible debentures became due for redemption: Nil

(ii) The total amount in respect of such debentures remaining unclaimed or unpaid beyond the date referred to in clause (1) as aforesaid: Nil

DEBENTURETRUSTEE

Debenture Trust Agreement(s) were executed in favour of Catalyst Trusteeship Limited for NCDs issued on private placement basis. Following are details of Catalyst Trusteeship Limited.

Catalyst Trusteeship Limited CIN: U74999PN1997PLC110262

GDA House, Plot No. 85 Bhusari Colony (Right),

Paud Road,

Kothrud

Pune MH -411038 IN,

Maharashtra

CREDIT RATING

During the financial year under review, the credit rating of your Company was assigned to IND AA- (Stable) by India Ratings & Research (Ind-Ra).

The credit rating details of the Company as of 31 March, 2024 are as follows

RESERVES

In terms of Section 29C of the National Housing Bank Act, 1987, every Housing Finance Company is required to transfer at least 20% of its net profit every year to Statutory Reserve account before any dividend is declared. Accordingly, your Company has transferred an amount of ' 49.4 Crs (Previous Year: 31 Crs) to 'Statutory Reserve' and it stands at ' 150.3 Crs as on 31 March, 2024.

PROFITABILITY

During the year, your Company earned total revenue of ' 861 Crs compared to ' 605.6 Crs of revenue earned last year registering an increase of 42.1%. Your Company earned a profit after tax of ' 248 Crs compared to ' 155 earned last year registering an increase of 59.3%.

The Board of Directors of the Company as on 31 March, 2024 are;

ASSET CLASSIFICATION

Your Company has adhered to the Policy for Asset Classification, Provisioning, Settlement and Write Off approved by its Board of Directors and as per the Expected Credit Loss (ECL) Methodology. Provision computed as per the ECL methodology is higher than the provision computed in accordance Income Recognition and Asset Classification (IRAC) Norms specified by RBI.

For details refer to Note no. 6 (ix) in relation to provisioning disclosed as per notes to the Standalone Financial Statements.

RECOVERY MECHANISM

Your Company is a "Financial Institution" under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 and it initiated proceedings under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 against defaulting borrowers for recovery of dues. Your Company has also filed cases under section 138 of Negotiable instrument Act, 1881.

Your Company is disbursing 100% loans through electronic mode. CAPITAL ADEQUACY RATIO

NHB Housing Finance Companies (NHB) Directions requires your Company to maintain a minimum capital adequacy of 15% on a standalone basis. Your Company's capital adequacy ratio (CRAR) stood at 70.9% (comprising Tier I capital of 70.1% and Tier II capital of 0.8%) as on 31 March, 2024, compared to 52.7% (comprising Tier I capital of 51.9% and Tier II capital of 0.8%) as on 31 March, 2023.

BRANCH EXPANSION

During the year, your Company added 40 additional branches with total of 223 offices in 15 states as on 31 March, 2024. This increase in branches has contributed to the better performance by your Company. Your Company now operates in the states of Rajasthan, Maharashtra, Gujarat, Madhya Pradesh, Haryana, Chhattisgarh, Uttar Pradesh, Uttaranchal, Punjab, Tamil Nadu, Karnataka, Telangana, Andhra Pradesh, Delhi and Orissa. Your Company has undertaken several measures to improve its visibility through focus on marketing and advertising.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since your Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board's Report. However, the Company has given the details of its initiatives in relation to conservation of energy and technology absorption in Business Responsibility and Sustainability Report ("BRSR") forming part of this Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned and the Foreign Exchange outgo during the year is as below;

(' in Lacs)

REGULATORY GUIDELINES

During the Year under review, the RBI/NHB has issued various Notifications, Circulars and Guidelines to Housing Finance Companies. The Circulars and the Notifications issued by RBI/NHB are also placed before the Board of Directors at regular intervals to update the Board members on compliance of the same. Your Company has adhered to all the Circulars, Notifications and Guidelines issued by RBI/NHB from time to time.

Your Company has been following guidelines, circulars and directions issued by RBI from time to time. The Company has adopted all the Policies as recommended by RBI/NHB from time to time.

Your Company has been complying with the Master Directions, guidelines and circulars issued by the Reserve Bank of India, National Housing Bank, Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the extent applicable to the Company, Foreign Exchange Management Act, 1999, Labour Laws, Income Tax Act, Goods and Services Tax Act and other applicable Acts from time to time.

Your Company has also complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS

The composition of the Board is in accordance with Section 149 of the Act and Regulation 1 7 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 with an optimum combination of Executive, Non-executive and Independent Directors

The Board of Directors of the Company comprises of Eight Directors, consisting of Chairman & Non-Executive Director, Managing Director & CEO, four Independent Directors (including two Woman Director), two Non-Executive Directors, (Nominee), as on 31 March , 2024 who bring in a wide range of skills and experience to the Board.

The following changes took place in the composition of Board of

Directors during the year;

• The Board of Directors of the Company through resolution by circulation on 12 June, 2023, appointed Mr. Parveen Kumar Gupta as an Additional (Independent & Non-Executive) Director with effect from 1 2 June, 2023 and shareholders confirmed his appointment as an Independent Director in their meeting held on 14 July, 2023.

• The Board of Directors of the Company in their meeting held on 12 July, 2023, appointed Mr. Ajay Narayan Jha as an Additional (Independent & Non-Executive) Director with effect from 1 2 July, 2023 and shareholders confirmed his appointment as an Independent Director in their meeting held on 18 July, 2023.

• The Board of Directors of the Company in their meeting held on 31 July, 2023 accepted resignation of Mr. Anil Mehta as a Chairman and Non-executive director with effect from closure of business hours of 31 July,2023.

• The Board of Directors of the Company in their meeting held on 31 July, 2023, re-designated Mr. Sudhin Bhagwandas Choksey as a Chairman and Non-Executive Director (Nominee) and appointed Ms. Savita Mahajan as an Additional (Independent & Non-Executive) Director with effect from 31 July, 2023 and shareholders confirmed her appointment as an Independent Director in their meeting held on August 01,2023.

• The Board of Directors of the Company in their meeting held on 08 February, 2024 accepted resignation of Mr. Ajay Narayan Jha as an Independent Director with effect from closure of business hours of 08 February, 2024.

• The Board of Directors of the Company, through resolution by circulation on 07 March, 2024, accepted resignation of Mr. Anup Kumar Gupta as a Non-Executive Director (Nominee) of the Company effective from closure of business hours of 07 March, 2024.

FOLLOWING CHANGES TOOK PLACE IN COMPOSITION OF

BOARD OF DIRECTORS FROM FINANCIAL YEAR ENDED

31 MARCH, 2024 TILL DATE OF THIS REPORT

• The shareholders of the Company have passed a special resolution for continuation of Mr. Shailesh J. Mehta (DIN;

01633893) as a Non-Executive Non-Independent Director beyond age of 75 Years, in their extraordinary general meeting held on 19 April, 2024.

BOARD MEETINGS HELD DURING THE YEAR

During the financial year ended 31 March, 2024, the Board met fourteen times on [1] 09 May, 2023 ; [2] 12 July, 2023; [3] 31 July, 2023; [4] 03 August, 2023; [5] 14 August, 2023; [6] 27 October, 2023; [7] 13 November, 2023; [8] 23 November, 2023; [9] 07 December, 2023; [10] 07 December, 2023; [11] 12 December, 2023; [12] 16 December, 2023; [13] 18 December, 2023; [14] 08 February, 2024. The maximum time gap between any two Board meetings did not exceed 120 days during the financial year under review.

COMMITTEES OF THE BOARD

The Company has the following Nine (9) Board level Committees as on March 31,2024 which have been constituted in compliance with the requirements of the business and relevant provisions of applicable laws and statutes;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Risk Management Committee

5. Asset Liability Management Committee

6. IT Strategy Committee

7. Wilful Defaulter Identification & Review Committee and

8. Customer Service & Grievance Redressal Committee

9. Stakeholders Relationship Committee

On 31 July 2023, IPO Committee was established by the Company to monitor the process of IPO and with successful closure of the IPO and fulfilment of purpose of IPO committee, the committee was dissolved on 08 February 2024.

The recommendations made by above Committees were accepted by the Board.

The details with respect to the composition, terms of reference, number of Meetings held, etc. of these Committees are given in the Corporate Governance Report, which forms part of this Report.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there were no changes in the office of Key Managerial Personnel (KMP), the Key Managerial Personnel of the Company are as follows:

a. Mr. Rupinder Singh -Managing Director & CEO

b. Mr. Ashish Gupta- Chief Financial Officer

c. Ms. Mukti Chaplot - Company Secretary and Chief Compliance Officer

CORPORATE GOVERNANCE REPORT

Your Company is committed to achieve the highest standards of Corporate Governance and it aspires to benchmark itself with the best practices in this regard. The Board regularly reviews the Management's reports on statutory and regulatory compliances. A report on corporate governance as per the Listing Regulations is attached which forms part of this Report as Annexure 2.

A certificate from M/s. Jitender Singh, Practicing Company Secretary, confirming compliance with corporate governance norms, as stipulated under the SEBI (Listing Obligation & Disclosure Reguirements) Regulations, 2015, is attached which forms part of this Report as Annexure 3.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee adopted a "Nomination & Remuneration Policy", which, inter-alia, lays down the criteria for identifying the persons who are Qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.

The "Nomination & Remuneration Policy" of the Company is placed on the website of the Company at https://www.indiashelter.in/ investor-relations. The Remuneration paid to the Directors is in line with the remuneration policy of the Company.

DIRECTOR & KEY MANAGEMENT PERSONNEL

Retirement by Rotation and Re-appointment

As per Section 152 of the Companies Act, 2013, Mr. Sumir Chadha (DIN: 00040789) of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Resignation/Retirement of Independent Director

Pursuant to Section 149 (6), Section 152 and Section 161 of the Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, the Board of Directors in Board meeting held on 08 February, 2024, accepted the resignation of Mr. Ajay Narayan

Jha from the position of Independent Director of the Company with effect from the closure of business hours of 08 February, 2024.

Appointment of Independent Director

Pursuant to the provisions of Section 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013, following Independent Directors were appointed:

• The Nomination and Remuneration Committee and Board of Directors of the Company through resolution by circulation on 11 June, 2023 and 12 June, 2023,respectively appointed Mr. Parveen Kumar Gupta as an Additional (Independent & Non-Executive) Director with effect from 12 June, 2023 and shareholders confirmed his appointment as an Independent Director in their meeting held on 14 July, 2023.

• The Nomination and Remuneration Committee and Board of Directors of the Company in their meeting held on 12 July, 2023, appointed Mr. Ajay Narayan Jha as an Additional (Independent & Non-Executive) Director with effect from 12 July, 2023 and shareholders confirmed his appointment as an Independent Director in their meeting held on 18 July, 2023.

• The Nomination and Remuneration Committee and Board of Directors of the Company in their meeting held on 31 July, 2023,respectively, appointed Ms. Savita Mahajan Jha as an Additional (Independent & Non-Executive) Director with effect from 31 July, 2023 and shareholders confirmed his appointment as an Independent Director in their meeting held on August 01,2023.

Declaration by Independent Director

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as reguired pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations.

In the opinion of your Board of Directors, the Independent Directors fulfil the conditions specified in the Act and the rules made there under for appointment as Independent Directors including the integrity, expertise and experience and confirm that they are independent of the management.

Disqualifications of Directors, if any:

None of the Directors on the Board of the Company are disgualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.

Declaration of Fit & proper Criteria

Your Company is adhering the Fit and Proper Criteria and your Board of Directors have approved Fit and Proper Policy which assesses the Fit and Proper Criteria for the directors at the time of appointment and on a continuing basis, as per the criteria

prescribed by RBI.

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI / NHB.

Remuneration to Directors

During the year, Company has not paid any remuneration to Non-executive Directors except as disclosed in the Financial Statements forming part of this Report. Sitting fees has been paid to the Independent Directors as per the provisions of Companies Act, 2013, details of which has been presented in the Corporate Governance Report.

ANNUAL EVALUATION

The annual evaluation process of the Board, its committees and Individual Directors were conducted as per the provisions of the Companies Act, 2013 and the listing regulations

The Nomination & Remuneration Committee and Board of Directors carried out the evaluation of each Director's performance without the presence of the Director concerned who is being evaluated, Statutory Board Committees on parameters such as composition of Board and committees, execution of roles and responsibilities, Quality, Quantity and timeliness of flow of information, deliberations at the meeting etc.

During the year, Independent Directors of the Company also held separate meetings to review the performance of the NonIndependent Directors and Board as a whole and assessed the Quality, Quantity and timeliness of flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties. Major aspects of board evaluation include who is to be evaluated,

The CSR Committee met two times in the year under consideration on 14 August, 2023 and 08 February, 2024.

The attendance record of members is given in the Corporate Governance Report forming part of this Annual Report.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached which forms part of this Report as Annexure 4.

Business Responsibility & Sustainability Report (BRSR)

The Business Responsibility Report (BRR) for the financial year ended 31 March, 2024 is attached, which forms part of this Report as Annexure 5. The initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by SEBI from time to time,

process of evaluation including laying down of objectives and criteria to be adopted for evaluation of different persons, feedback to the persons being evaluated and action plan based on the results.

CORPORATE SOCIAL RESPONSIBILITY

At India Shelter, we firmly believe in the power of making a difference, one step at a time. Our unwavering dedication lies in creating meaningful change by bringing together our employees and communities to have a positive impact on every aspect of society. Whether it is the economic, social, or environmental imperatives, we are committed to fostering growth and development. To achieve this, we empower communities through targeted interventions in crucial areas such as healthcare, education, skill development, and societal welfare. We extend a helping hand to the underprivileged children and their families, providing a ray of hope in their darkest hours with our initiatives like Education, Healthcare, and empowerment. Through collaborative efforts and a people centric approach, we strive to make a lasting difference. We strive towards the progress of society, through our Corporate Social Responsibility (CSR) policy, which lays down the action plan for defining how CSR is to be implemented and is in compliance with the Schedule VII of the Companies Act, 2013. The said policy is available at https://www.indiashelter.in/investor- relations.

The Board constituted the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Act and is chaired by an Independent (Non-Executive Director).

The Corporate Social Responsibility Committee of your Company as on 31 March, 2024 comprises three members including two independent directors as below:

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES.

The Company is committed to provide a work environment that ensures that every Employee is treated with egual dignity and respect. The Company has implemented a framework on prevention of sexual harassment, which is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company educates Employees regarding Sexual Harassment Policy through posters and regular mailers and also conducts online trainings which form a part of the induction process.

The details of the composition of the internal Complaint Committee's have been disclosed in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the internal Complaint committee of the Company did not receive any complaint of sexual harassment during the year under review.

RISK MANAGEMENT FRAMEWORK

Your Company has in place a Board constituted Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report. Your Company has Board approved Risk Management Policy wherein risks faced by the Company are identified and assessed.

Effective risk management and mitigation are critical to sustain and grow any business. At India Shelter, we recognise the importance of identifying risks and implementing mitigation plans to reduce their impact. The Company proactively manages various business risks through mitigation strategies tailored to each risk. it constantly reviews and updates risk management policies to ensure our business is well-positioned to navigate potential risks successfully.

in compliance with the clause 51 of Chapter IX- Corporate Governance of Non-Banking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021, the Company has designated Mr. Sharad Pareek as Chief Risk Officer (CRO) of the Company.

During the Financial Year under review, the Risk Management Committee reviewed the risks associated with the business of your Company, undertook its root cause analysis and monitored the efficacy of the measures taken to mitigate the same.

HUMAN RESOURCES DEVELOPMENT

Your Company has been following best human resource practices and had 3,323 employees on its rolls as on 31 March, 2024 compared to 2,709 employees as on 31 March, 2023 registering an increase of 19.0 %.

PARTICULARS OF EMPLOYEE RELATED DISCLOSURES

Your Company grants Employee Stock Options, share based benefit to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performance with the Company's objectives and promoting increased participation by them in the success of the Company.

The details of the ESOP plan form part of Note No.43 of the Financial Statements in this Annual Report.

in terms of Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014, the disclosures with respect to the ESOP Schemes have been provided on the website of the Company.

The disclosure with respect to remuneration as required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on the Company's website. The statements prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are available for inspection by the Members at the Registered Office of the Company during the business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. if any member is interested in obtaining a copy, such member may send an e-mail to the Company secretary in this regard

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company have a Vigil Mechanism implemented through Whistle Blower Policy, under which Directors, employees and other stakeholders are free to report violations of applicable laws and regulations. The Chairperson of the Audit Committee has direct access to all complaints raised through the policy. The policy is hosted on the website of the Company at https://www. indiashelter.in/investor-relations.

The Company has also provided the facility to all the employees of the Company to report any suspected, alleged or actual fraud without disclosing their identity. A dedicated Email iD - Whistleblowing@indiashelter.in has been made for this purpose which acts as a single point of contact for all the employees.

Further, there were no report under sub section (12) of section 143 of the Companies Act has been filed by the Statutory Auditors as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of the report.

As regards the fraud on the Company, two frauds has been reported as disclosed in Note No.44.31 of the Financial Statements.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has adopted a code to regulate, monitor and report trading by insiders in securities of the Company in accordance with the provisions of SEBi (Prohibition of insider Trading) Regulations,

2015 as amended from time to time. The code inter alia requires preclearance for dealing in the securities of the Company and prohibits the purchase or sale of securities of the Company while

in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board of Directors had adopted a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information' which is available on the website of the Company and can be accessed at https://www.indiashelter.in/investor-relations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with the related parties were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 have been disclosed in Form No. AOC -2 as attached, which forms part of this Report as Annexure 6. The Company has framed a Related Party Transaction policy for the Company as per the NHB/RBi Directions which is available on the website at https://www.indiashelter.in/investor- relations.

INTERNAL AUDIT & INTERNAL CONTROLS OVER FINANCIAL REPORTING

As per the provisions of section 134(5)c of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

Your Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Your Company has an internal Audit Department assisted by External advisor Deloitte Touche Tohmatsu india Limited Liability Partnership ("DTTiLLP") wherever required, which is responsible for independently evaluating the adequacy and effectiveness of all internal controls, risk management, governance systems and processes.

Significant audit observations and follow up actions thereon are reported to the Audit Committee on quarterly basis. The Audit Committee reviews and evaluates adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations. The Company has implemented all the recommendations of Audit Committee.

Based on information provided, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in our internal financial controls during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Since the Company is an HFC, the disclosure regarding particulars of loans given, guarantees given and security provided in the ordinary course of business is exempted under the provisions of Section 186(11) of the Companies Act, 2013.

However, the details of loans, guarantees, and investments made as required under the provisions of Section 186 of the Act and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

DISCLOSURE UNDER SECTION 43(A)(II) OF THE ACT

Your Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE ACT

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE ACT:

During the year under review, there were no instances of nonexercise of voting rights directly by the employee, in respect of shares purchased directly by employees under a scheme hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review the Company neither made had any application against the Company or no proceedings are pending

under the insolvency and Bankruptcy Code, 2016 (31 of 2016). Further there were no instances of one-time settlement for any loans taken from the Banks or Financial institutions

MAINTENANCE OF COST RECORDS

The Central Government has not specified the maintenance of cost records under section 148(1) of the Act, for the services of the Company.

INVESTOR EDUCATION AND PROTECTION FUND:

The Company has not transferred any amount to investor Education and Protection Fund during the year under review, since nothing remain unpaid or unclaimed during the current year or during the period of past 7 years.

WEBSITE DISCLOSURES

Your Company has made its disclosures on its website www. indiashelter.in. All the regulatory disclosures, compliances, public notices and policies have been regularly updated. Our customer can also reach us regarding toll-free helpline number, contact details of Principal Officer, submit complaints or grievances, if any, etc.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at https://www.indiashelter.in/investor- relations.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report as required in term of SEBi (Listing Obligation & Disclosure Requirements) Regulations, 2015, is attached which forms part of this Report as Annexure 7.

DIRECTORS' RESPONSIBILITY STATEMENT

in terms of sub-section (5) of Section 134 of the Companies Act, 2013, we, the Directors of your Company, state in respect of 202324 that: —

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at

the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

AUDITORS Statutory Auditors

As per provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, and RBI guidelines dated 27 April, 2021 and other relevant provisions including any statutory enactment or modification thereof, appointment of M/s. T R Chadha & Co LLP, Chartered Accountants, having Registration number 006711N/ N500028 was approved by Audit Committee by Circular resolution bearing No 01/2021-22 dated 01 September, 2021 and Board of Directors by Circular resolution bearing No 15/2021-22 dated 01 September, 2021 subject to the approval of shareholders of the Company and subsequently by the shareholders of the Company in the Annual General Meeting held on 29 September, 2021 as Statutory Auditors of india Shelter to hold the office from the conclusion of 23rd Annual General Meeting till the conclusion of 26th Annual General Meeting.

in view of the above, the tenure of M/s. T R Chadha & Co LLP, Chartered Accountants, as Statutory Auditors of the Company will get completed at the ensuing 26th Annual General Meeting.

AUDITORS' REPORT

The Statutory Auditors Report is unqualified. The Statutory Auditors have not made any adverse comments on the working of the Company. The Standalone and Consolidated Financials, notes to the Financial Statements, read with the Auditors' Report, are self-explanatory and not require further clarification.

DETAILS IN RESPECT OF FRAUDS UNDER SUB SECTION

(12) OF SECTION 143 OF THE ACT

There were no instances of any frauds being reported by the Company's auditors.

Secretarial Auditors and Secretarial Audit Report

in accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Mr. Jitender Singh (Membership

No.: A33610 & CP: 26612) was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the year 2023-24 by the Board of Directors in their meeting held on 08 February, 2024. Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for 2023-24 is annexed, which forms part of this Report as Annexure 8. The report is self-explanatory and there were no qualifications in the Auditor's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There were no significant orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

However, the Company was levied a penalty of ' 24,000/- with applicable taxes each from both the Stock exchanges, National Stock Exchange of india Limited and BSE Limited for Non-

For and on behalf of the Board of Directors

Sd/-

Mr. Sudhin Bhagwandas Choksey

DiN: 00036085 Place: Gurugram Date: 08 May, 2024

compliance with the provisions of composition of Nomination and Remuneration Committee under Regulation 19(1)/ 19(2) of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPRECIATION

Your Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of india, National Housing Bank, Registrar of Companies, Securities and Exchange Board of india, BSE Limited, National Stock Exchange of india Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind co-operation and assistance provided to the Company. The Directors also extend their special appreciation to the employees at all levels for their contribution towards the growth of the Company which was made possible by their hard work, dedication and continued support.

Sd/-

Mr. Rupinder Singh

DiN:09153382 Place: Gurugram Date: 08 May, 2024